Ponyvengers
by Princess of Craziness
Summary: Who will answer the call when Discord steals the Tesseract? Well, it'll have to be the Ponyvengers, won't it? Rated T for mild swearing and violence, first MLP and Avengers fanfic so please bear with me. AU fic. First in my Ponyvengers series.
1. Prologue

**Hi! This is my first Marvel/MLP story so please bear with me. I'm just doing a ponyfied version of the Avengers. The characters are:**

**Iron Pony (Rainbow Dash)**

**Hulk (Fluttershy)**

**Black Widow (Rarity)**

**Captain Equestria (Applejack)**

**Thor (Pinkie Pie)**

**Hawkeye (Twilight)**

**Director Fury (Celestia)**

**Coulson (Luna)**

**Loki (Discord!)**

**Maria Hill (Spitfire)**

**Pepper (Spike)**

**Cameos by many more ponies. The list will get longer, don't worry.**

**TWILIGHT IS A UNICORN AND SHALL REMAIN ONE.**

**And, without further ado, let's get going!**

The copter dipped low over the desert, bringing the SHIELD base into view. Director Celestia was relived to see that it was all in one piece. Her younger sister could usually be trusted, but she liked being at the head of her own organization. And speaking of her younger sister… there she was. Celestia climbed out of her chariot, falling into step beside her sister.

"So, how bad is it?"

"That's the problem, big sis. We don't know."

They entered the building, struggling against the flow of evacuating workers. Luna excused herself to help remove the Phase 2 weaponry and was replaced by Spitfire, Celestia's trusted second in command.

"I thought we hadn't given Dr. Sealwing permission to go to the testing stage yet." Celestia noted.

"He wasn't testing it. Wasn't even in the room. Spontaneous event."

"Hmmm. I want every piece of Phase 2 on a truck and gone."

"With all due respect ma'am, is that really a priority right now?"

Celestia frowned down at Spitfire. "Until such time as the world ends, we will act as though it will spin on."

Spitfire sighed and muttered, "Yes ma'am" under her breath before trudging away.

Celestia entered the Tesseract room in a hurry. "Talk to me, Doctor." She called to Doctor Sealwing, who looked understandably nervous.

"Well… the Tesseract is not only active, she's… behaving." He mumbled as another scientist prodded at the Tesseract with a metal probe. There was a blue flash, and the probe flew backwards, sparking.

"That supposed to be funny, Doctor?" Celestia asked disapprovingly.

"No, it's not funny at all!"

"Have you tried turning off the power?"

"Well, she's an energy source! We turn off the power, she turns it back on!" Sealwing exploded, sounding a little fed up.

"Okay, okay. Where's Agent Sparkle?" Celestia asked, trying steer the conversation in a different direction.

Doctor Sealwing chuckled. "The hawk? Up in her nest, as usual." He said, gesturing towards the far corner of the room. Celestia beckoned her student down and immediately a shape clad in black tactical gear detached from the shadows and slid down a firepole, jumping off some distance from the ground and trotting over.

Celestia raised an eyebrow. "Agent, I gave you this assignment so you could keep an eye on things."

Twilight shrugged. "Well, I see better from a distance."

"Don't suppose you've seen anything that could set this thing off?"

"Nope. Sealwing's clean. There's been no tampering… at least not at this end."

Celestia frowned. "This end?"

Twilight nodded. "Yeah. The cube, it's a doorway to the other end of space, right? Well, doors open from both sides."

As if to prove her words, a blue beam shot from the Tesseract, gathering at a platform on the other end of the lab. The ball of energy grew until it suddenly shut off, and standing in its place was… something.

The _thing _had the head of a pony and the wing of a Pegasus, but it also had the beard, fang, horn, and leg of a goat, a bat's wing, a moose antler, an eagle talon, a long, serpentine body, a dragon leg, a lion paw, and very scary-looking spear pointed at them.

After a moment of frozen silence, Celestia took the initiative. "Sir, please put down the spear." She called.

The thing looked down at his spear for a moment, as if just realizing he had it, then shot down a scientist without shedding a tear.

All the other scientists (and guards) immediately opened fire, but the thing slithered through the blasts, striking down one after another. He tried to attack Twilight, but she ducked out of the way and kicked at him.

He only laughed. "You have heart!" he remarked, and pressed the tip of his scepter to her chest. She gasped, and her eyes turned blue. Celestia frowned. _No magic should be able to do that._

As the thing hypnotized Sealwing, Celestia pulled on a glove and removed the Tesseract from its housing, slotting it into a briefcase and turning to go.

"Please don't." The thing said from behind her, causing her to turn. "I still need that."

"And who might you be?" Celestia asked, extremely curious despite her trepidation.

He laughed, spreading his mismatched arms wide. "I am Discord, of Asgard. And I am burdened with glorious tidings." He shrugged. "But I don't think you want to hear that, and the people reading this story already know how all my speeches go anyways."

"What?" Celestia said, extremely confused. "Story?"

Discord mumbled something about the fourth wall and then turned to Twilight, who had been poking him. "What?"

"Sir, Director Celestia is stalling. That portal is going to implode and drop a hundred feet of rock on us." There was more then a hint of betrayal in her blue eyes as she turned to Celestia. "She means to bury us."

"Like the pharaoh-ponies of old," Celestia replied smugly. She knew what the consequences for the world would be if Discord escaped with the Tesseract, and she was more than willing to give her own life to stop it.

Discord frowned and nodded to Twilight, who immediately shot a bolt of black energy at Celestia. The director's magic shielded her, but they didn't need to know that. Celestia pretended to collapse, trying with all her might not to cry out when Discord took the suitcase and left.

Spitfire frowned at the odd creature getting in the back of the pickup truck. "What's that?" she asked.

"They didn't tell me." Twilight lied easily, getting into the driver's seat and revving the engine.

Spitfire glared at the vehicle as it backed up. Sadly, that was a valid, non-suspicious answer when it came to SHIELD, but something wasn't right here. Her suspicions were confirmed when her radio crackled.

As Celestia struggled to her feet, she called into her radio, "Spitfire! Sparkle has turned!" She cast worried glance at the roiling mass of blue energy above her head before galloping full speed out of the lab, explaining to Spitfire on the way that the rouge group had the Tesseract.

When a particularly large tremor shook the base, the ponies carrying the cases of cases of Phase 2 dropped their precious cargo. Luna ignored it and shepherded them out of the base anyway, sister's orders or not. Something was going down here that was much bigger then experimental weapons, and she was fully aware that she would be lucky to get out with her life.

Spitfire dove into a jeep, chasing after Discord's vehicle. The tremors were more like earthquakes now, and it was getting really hard to drive. It only got harder when Discord pointed his stick at random cars and blew them up, sending them tumbling end over end towards Spitfire.

Luna managed to get the agents on a truck and told the driver to disregard any and all posted speed limits. The driver was all too happy to agree and the car took off so fast it left an image of itself where it had been.

Celestia managed to make it to her helicopter and climb aboard just before the ground beneath her hooves collapsed. The helicopter took off, providing Celestia with a panoramic view of the devastation.

Then, far beneath the surface, the mass of Tesseract energy suddenly condensed, then exploded outward, completely caving in the base and the radar field, granting everyone who was watching an apocalyptic view.

Luna's truck barely made it, but by flooring the gas pedal the driver managed to get them on solid ground.

Spitfire's jeep was trapped by falling rocks, but she survived too.

And Celestia's helicopter, after a bolt of energy from Discord, crashed. She knew then that there was only one option.

_The Avengers initiative._

**So tell me what you think! Should I continue? Or not? Seriously, help me out here.**


	2. Enter Rarity

**Wow, two updates in one day. I'm too nice to you guys, you know that? Thanks A TON to my two reviewers, I love you guys. I really do. And before anyone asks, there is NO Rainbow/Spike going on here. I picked him as Pepper because he's kind of an assistant already. No Rarity/Twilight either, they're just mission partners. Review!**

Rarity jerked at the restraints holding her to the chair. They were a bit tight, but no matter. It would be easy enough to escape once she had the necessary information.

The old fool of a stallion was pacing back and forth in front of her, laying out all of the knowledge he possessed. What a moron.

One of his henchmen tipped her chair backward, nearly sending it down the long fall behind her. "Who are you working for?" He asked. "Lermenthoof, yes?"

She had to swallow a smirk. "I though General Sallah-Hoof was in charge of the export business." Outdated information, of course, but it would be necessary to lull them into a false sense of security, let him believe he's smarter than you.

The old stallion snorted as her chair was lowered to the ground. "Sallah-Hoof? A baghorse, a front! Your outdated information betrays you," _That's what you think. _"The famous Black Widow, and she turns out to be just another pretty face."

Rarity gave a small smile. "You really think I'm pretty?" A trick taught to female spies everywhere- always charm the boys.

The old stallion ignored her, instead turning to the table with various torture implements on it. "Tell Lermenthoof we don't need him to move the tanks. Tell him he is out. Well…" He lifted a pair of pliers. "We may have to write it down."

Rarity was about to guilt-trip him for even considering that when a phone rang. The henchman picked it up. "It's for her." He informed his boss, sounding surprised.

The stallion grabbed the phone and had just started to rant (Now you listen here) when the cold, smooth voice of Agent Luna interrupted him.

_"You are at 425 Saddlenski Plaza. We have an F22 parked approximately eight miles out. Put the mare on the phone or I will blow up the block before you can make the lobby."_

The stallion lowered the phone and stared at Rarity for a few seconds, weighing the risk, before jamming it under her ear. Luna resumed talking. "_We need you to come in."_

"Are you kidding? I'm working! I'm in the middle of an interrogation, this moron is giving me everything."

The stallion looked confused. "I don't… give… everything…" he muttered. Rarity shot him a glance, then returned her attention to the phone call.

"Look, you can't pull me out of this right now."

Luna sighed, knowing Rarity she had only one option. "Rarity… Sparkle's been compromised."

Rarity froze, all color draining from her face. Hundreds of missions completed with her best friend flashed before her eyes. "Lemme put you on hold." She muttered to Luna. She nodded to the stupid stallion and as he reached for the phone, she stomped hard on his hoof and starting beating the crap out of her tormentors.

The violence that followed is far too graphic to ever be recorded, but suffice it to say that those ponies will never be bothering anyone, spy or not, ever again.

On the way out the door, Black Widow picked up the phone and slipped her black high-heels on. She cheerfully resumed the phone call, but now with a touch of iron in her voice. "Where is Twilight now?"

_"We don't know."_

"But she's alive."

_"We think so. But first we need you to go after the big mare."_

Rarity stopped walking just long enough to roll her eyes. "Luna, you know Dash trusts me about as far as she can through me."

_"Oh, I've got Dash. You handle the big mare."_

Rarity froze for a substantially longer amount of time, processing the fact that there was only one pony that Luna could mean, and that she wouldn't take kindly to leaving India.

A-A-A-A-A-A-A-A-A

A little filly ran through the streets of Calfcutta, eager to please her big sister. She had been called upon for assistance before, of course, since she was a good actress, but Rarity had emphasized that THIS assignment was of utmost importance. Her instructions were simple: Get Fluttershy to the cabin at the edge of the city then leave quick.

She had a feeling it might not be that simple… Oh well. Everything else would be Rarity's job, and heaven only knew her big sister was good at what she did.

Sweetie Belle found the house and conjured tears into her eyes, letting them roll freely down her cheeks. The door was unlocked, so she dashed up the stairs like she was in a huge rush, sobbing all the way. At the top she found a pale yellow Pegasus delivering medicine to a variety of ponies and other animals.

The sight made Sweetie Belle immensely guilty for what she had to do, but her sister had assured her that no harm would come to Fluttershy, so she might as well get it over with.

"Are you a doctor? My daddy is hot and moaning but he won't wake up!" She babbled as though panicking.

The Pegasus fluttered over. "Calm down," she murmured.

Sweetie Belle sniffled, looking up at her with puppy dog eyes. "My daddy…"

The Pegasus pointed at a group of beds that seemed quarantined off. "Like them?" She asked.

Sweetie Belle nodded, holding out a handful of bits. "Please," she begged.

The Pegasus nodded. "Of course," she said softly before hefting a medicine bag over her shoulder. "I'll gladly help."

Sweetie Belle hugged her, in keeping with her desperate little filly act, then led her to the house that Rarity had pointed out to her earlier. It was at the edge of the city, so civilian casualties would be unlikely if any… unpleasantness occurred.

She ushered Fluttershy into the house, then just as quickly jumped through the window in the back of the cabin that Rarity had promised her would be open. She was glad to be free of that job.

Fluttershy sighed. "You shoulda got paid up front." She muttered to herself. She had been sure she was off the grid, but this was evidently not the case.

A voice came from behind a curtain. "For a pony who's supposed to be avoiding stress, you picked a hell of a place to settle." Rarity came out, wearing casual Indian clothing.

Fluttershy raised her eyebrows. "You brought me to the edge of the city. Smart. I assume the whole place is surrounded." It was not a question.

"Just you and me." Rarity said.

"Who's your little actress buddy? They start that young?"

"I did."

"And who are you?"

"Rarity, agent of SHIELD."

Fluttershy groaned and felt an overwhelming urge to put her head through a wall. "SHIELD. Of course. How'd they find me?"

"We never lost you, Doctor. We just kept our distance. Even helped keep some other interested parties off your tail." Rarity answered truthfully.

"That's nice of you."

"Doctor, we are facing a potential global catastrophe."

Fluttershy had to laugh at that. "Now, those I actively try to avoid."

Rarity ignored the sarcasm, instead finding a picture of the Tesseract on her phone. "This is the Tesseract."

Fluttershy sighed. "And what does Celestia want me to do, swallow it?"

"She wants you to find it. No-one knows gamma radiation better than you do. If there was, that's where I'd be." Rarity explained.

"And if I don't want to come?"

"I'll persuade you."

"And… what if the other pony says no?"

"You've been more than a year without an incident, Doctor. I don't think you want to break that streak."

Fluttershy smiled sadly. "Why do you trust me so much, Agent Rarity?"

"Director Fury seems to trust you."

"And he tells you everything."

"He wants you-" Rarity started to explain but was cut off by Fluttershy.

"He wants me in a cage."

Rarity was starting to realize with a sick feeling that this had maybe been handled the wrong way. "Nobody's going to put you in a cage…"

"Stop lying to me!" Fluttershy yelled, banging her hoof on the table. In a millisecond Rarity had drawn and cocked her gun, though she was visibly shaking.

Fluttershy put her hooves in the air. "I'm sorry. That was mean. I wanted to see what you'd do." This merited no response from Rarity except a stare. "How about we do this the easy way, where you don't use that," she gestured toward Rarity's gun, "And the other pony doesn't make a mess."

Ever so slowly, Rarity lowered her gun. Still trembling, she lifted a hoof and pressed her radio. "Stand down."

Fluttershy raised an eyebrow. "Just you and me."

**I hope you liked! This took me ages to write cuz the first part was kinda… meh. Tell me what you think! Please! Review!**


	3. Pony out of Time

**A huge thanks to: bestponyRD (Indeed she is, I'll have her in this chapter), LT, shadeflower927 (especially you for reviewing twice), and Christ's Disciple!**

**You guys are wonderful. Have a cookie. (::)**

**Oh, and I know I said this wouldn't be Spike/Rainbow, but I changed my mind so there's a bit of that in there too.**

**On with the show!**

Applejack was alone in the training room. She liked it best that way, when everything was quiet and it was just her and her thoughts. Her thoughts alone took up an awful lot of space. Training was a way for her to blow off some steam, and also ponder the very unusual situation she found herself in.

Applejack had always been a tomboy, no doubt abut it, but she never thought she would find herself posing as a _MALE _superhero. At least, she was fairly sure most of Equestria thought Captain Equestria was a boy. She was okay with that. What she was not okay with was saving Equestria and being sure she was going to die, only to wake up in a brand new world. Cell phones, 3-D movies, tiny radios… what they did to Manehatten Times Square alone had blown her mind.

Applejack punched the punching bag harder and harder, her memories of a lost time resurfacing and making her sick to her stomach. _Ponies wonder why I keep moving forward. _She thought. _It's because looking back would kill me._

On that thought, she punched the bag so hard it separated from the chain entirely and flew back several feet, splitting at a seam so that sand spilled out. "And that's what the other punching bags are for." She muttered, walking over to a line of them and hooking an extra up to the mount that had held her other, recently deceased, punching bag.

As she began punching it, a familiar voice rang out from the doorway. "Trouble sleeping, Captain?" Most of the agents called her Captain, with no little amount of respect. She didn't like that. In fact, she sometimes wished she had died when the plane crashed, just so she wouldn't have to deal with the reverence.

"I slept for seventy years, ma'am." Applejack replied. "I think I've had my fill."

Celestia took a few paces into the training room, noticing the dead punching bag but not commenting on it. "Then you should be out. Celebrating. Seeing the world."

Applejack began unwinding the bandages around her hooves, deliberately avoiding the director's eyes. "When I went under, the world was at war. When I wake up they say we won. They didn't say what we lost."

Celestia nodded in understanding. "We've made some mistakes along the way, some very recently."

"You here with a mission ma'am?" Applejack asked.

"I am."

"Trying to get me back into the world?" SHIELD had been trying to do that for a very long time, and they hadn't yet succeeded. But Celestia's next words grabbed her attention.

"Trying to save it." The director opened a folder, pointing out what looked like a cube of blue magic. "This is the Tesseract."

Applejack nodded. Her soldiers mind processed the facts and arrived at the only logical conclusion. "Who took it from you?"

"He's called Discord. He's… um… not from around here. There's a lot we'll have to bring you up to speed on if you're in." Celestia half-explained.

Applejack shrugged. "At this point I doubt anything would surprise me, ma'am."

Celestia smirked. "Ten bits says you're wrong."

A-A-A-A-A-A-A

Meanwhile, Rainbow Dash was underwater off the shores of Manehatten, finishing her baby. A focused laser from her glove cut through the metal casing of the power conduit, and she slipped an energy blocker from her pocket and covered the hole with it. Finished with her task, Iron Mare soared up through the surface of the water, calling her assistant Spike at the same time.

"Did it work? Are we off the grid?" Spike asked worriedly.

"Dash Tower is about to become a beacon of self-sustaining clean energy." Rainbow replied confidently.

"Assuming the arc reactor takes over and actually works." Spike noted.

"I assume." Rainbow shot back. She turned a corner and saw the still-dark Dash Tower ahead of her.

"Light 'er up."

Level by level, lights shot up Dash Tower. Finally, the four big letters that made up her last name glowed to life, flickering for a moment before steadying.

"How does it look?" Spike wondered.

Rainbow grinned. "Like Christmas, but with more me."

You could almost hear Spike rolling his eyes. "Well get in here, I'm not gonna wait forever."

Rainbow landed on the deck with a thud. The mechanical arms that she had made to remove her armor did… exactly what they where supposed to do. As they were taking off her suit, the phone rang.

"Ma'am, Agent Luna of SHIELD is on the line." Her AI butler, JARVIS (Just A Really Very Intelligent System) informed her.

"I'm not in." Rainbow said automatically as her helmet was removed. "I'm actually out."

"Ma'am, I'm afraid she's insisting." JARVIS said.

"Grow a spine, JARVIS." Rainbow groaned. "I got a date."

She rounded the corner to find Spike immersed in the readings from the reactor. "Levels are holding steady… so far…"

"Of course they are!" Rainbow exclaimed. "I was directly involved… which brings me to my next question. How does it feel to be a genius?"

Spike shrugged. "Well, now I really wouldn't know, would I."

Rainbow smiled indulgently. "What are you talking about? All this…" she gestured around herself to indicate Dash Tower, "came from you."

Spike grinned. "No, all this came from _that."_ He said, tapping the arc reactor in Rainbow's chest.

Rainbow rolled her eyes. "Give yourself some credit. Dash Tower is your baby. Give yourself… 12% of the credit."

"12%?!"

"An argument could be made for fifteen."

"12% for my baby?"

"Well, I did do most of the heavy lifting, literally I lifted the heavy things, and the security snafu?" Spike groaned quietly as he remembered the incident. "That was on you. My private elevator-"

"You mean OUR private elevator?" Spike asked pointedly.

"It was teeming with sweaty workhorses." Rainbow sat down with a sigh of pleasure. "I'm going to pay for that comment about percentages in some subtle way later, aren't I?"

"Not gonna be that subtle," Spike snickered.

JARVIS interrupted as they were about to clink their glasses together, "Ma'am, the telephone. I'm afraid my protocols are being overwritten."

"_Dash."_

Rainbow groaned audibly and picked up her phone. "Hello, you have reached the life-model decoy of Rainbow Dash, please leave a message." Across from her Spike hid his giggles behind his claw.

_"This is urgent."_

"Than lease it urgently." Rainbow shot back lightly.

The elevator doors dinged open and Agent Luna stepped out, lowering her hoof from her ear.

"Luna! Come in!" Spike exclaimed.

Rainbow pouted. "Luna? Her name is Agent." She grumbled as an overenthusiastic Spike started making plans for Luna to sleep over.

"I can't stay." Luna informed Spike, trying to stop him before he got too 'into it.'

"Awwww." Spike whined. Luna smiled apologetically at him before continuing, offering a black holo-folder to Rainbow. "We need you to look this over."

"I don't like to be handed things-" Rainbow began, but Spike cut her off. "-Which is fine because I love to be handed things, so lets trade." He finished, taking the folder and handing Luna the glass, then taking Rainbow's glass and giving her the folder.

"Is this about the Avengers?" Spike wondered. Luna's look had him hastily adding, "Which I know nothing about."

"The Avengers initiative was scrapped, and I thought I didn't even qualify," Rainbow called as she set the holo-folder on a table and began to type.

"I didn't know that either." Spike told Luna.

"Yeah, apparently I'm volatile, self-obsessed, and don't play well with others." Rainbow stated as she finished keying in the passcode.

"And that I did know." Spike finished.

Rainbow was eyeing the information on the screen and frowning. "Spike, would you come over here for a second?"

"Half a mo." Spike muttered to Luna before running to Rainbow and seeing the cascade of images in the screen. "What _is_ all this?"

"This is… uh…" Rainbow touched the touch-sensitive screen and swept her hooves outward, filling the air around them with holograms. "This."

"I'm gonna take the jet to D.C. tonight." Spike said immediately.

"Tomorrow," Rainbow whined.

"You have homework." Spike surveyed the constantly changing images. "You have a _lot _of homework."

Rainbow put on a puppy-dog face. "But what if I didn't?" She begged.

"If you didn't." Spike repeated. "You mean, when you're finished." He turned to leave with Agent Luna, dropping Rainbow into sulk mode.

As Spike and Luna entered the elevator, one of the images caught Rainbow's eye. The Tesseract, the label read.

**I'm gonna end there. Now almost all of our ponies have been introduced! How fun. Please review! It makes me happy, and I write fast when I'm happy!**


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